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Exhibit 2.2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF MARYLAND
Greenbelt Division
)
)
In re )
)
CRIIMI MAE Inc., et al., ) Chapter 11
) Case Nos. 98-2-3115(DK)
Debtors. ) through 98-2-3117(DK)
) (Jointly Administered)
)
PRAECIPE FILING AMENDED EXHIBIT 3 TO THE DEBTORS'
THIRD AMENDED JOINT PLAN OF REORGANIZATION
In connection with the hearing on approval of the Debtors' Second
Amended Joint Disclosure Statement (the "Disclosure Statement') held on April
25, 2000, CRIIMI MAE Inc. ("CMI"), CRIIMI MAE Holdings II, L.P. ("Holdings") and
CRIIMI MAE Management, Inc. ("Management") (collectively, the "Debtors") and the
Official Committee of Equity Security Holders of CMI (the "Equity Committee"),
by and through their undersigned counsel, hereby file this Praecipe Filing
Amended Exhibit 3 to the Debtors' Third Amended Joint Plan of Reorganization
(the "Plan").
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Attached hereto as Exhibit 1 is Amended Exhibit 3 to the Plan
filed on April 25, 2000. The Plan to be sent out to impaired classes of
creditors and equity security holders for voting and to be included as Exhibit A
to the Disclosure Statement will include this Amended Exhibit 3.
Dated: July 12, 2000
VENABLE, BAETJER AND AKIN, GUMP, STRAUSS,
HOWARD, LLP HAUER & FELD, L.L.P.
By: /s/ By: /s/
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Richard L. Wasserman Stanley J. Samorajczyk
Federal Bar No. 02784 Federal Bar No. 03113
Carrie B. Weinfeld 1333 New Hampshire Ave., NW
Federal Bar No. 25365 Washington, D.C. 20036
1800 Mercantile Bank and Trust (202) 887-4000
Building
Two Hopkins Plaza
Baltimore, Maryland 21201 Co-Counsel for CRIIMI MAE Inc.
(410) 244-7400 and CRIIMI MAE Holdings II, L.P.,
Debtors-in-Possession
Co-Counsel for CRIIMI MAE Inc.
and CRIIMI MAE Holdings II, L.P.,
Debtors-in-Possession
SHULMAN, ROGERS, GANDAL, COVINGTON & BURLING
PORDY & ECKER, P.A.
By: /s/ By: /s/
-------------------------- --------------------------
Morton A. Faller Michael St. Patrick Baxter
Federal Bar No. 01488 Federal Bar No. 09694
11921 Rockville Pike Dennis B. Auerbach
Third Floor Federal Bar No. 09290
Rockville, MD 20852-2753 1201 Pennsylvania Avenue, N.W.
(301) 231-0928 Washington, D.C. 20044
(202) 662-6000
Counsel for CRIIMI MAE
Management, Inc., Counsel for the Official Committee
Debtor-in-Possession of Equity Security Holders of
CRIIMI MAE Inc.
-2-
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AMENDED EXHIBIT 3 TO THE
DEBTORS' THIRD AMENDED JOINT PLAN OF REORGANIZATION
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SERIES E CONVERTIBLE PREFERRED STOCK TERM SHEET
ISSUER: CRIIMI MAE Inc. ("CRIIMI MAE", "CMI" or the "Company")
HOLDER: MeesPierson Investments Inc. now known as Fortis Proprietary
Capital Inc. ("Fortis")
ISSUE AMOUNT: $10.3 million (103,000 Preferred Shares (defined
below)). If the Subsequent Exchange (defined below) occurs,
then the Corporation shall issue another $10.0 million of
Preferred Shares to Fortis. "Subsequent Exchange" shall mean
the exchange of 100,000 shares of the Company's Series D
Cumulative Convertible Preferred Stock, par value $0.01 (the
"Series D Preferred Stock") by Fortis for 100,000 shares of
the Preferred Shares on or prior to July 31, 2000.
LIQUIDATION VALUE: $100 per share
SECURITIES: Series E Cumulative Convertible Preferred Shares ("Preferred
Shares")
DIVIDEND: 1. From the date of issuance of the relevant share(s) of
Preferred Shares to Fortis through the Effective Date
of the Company's Reorganization Plan (the "Effective
Date"), cumulative, floating-rate dividends based upon
3-month LIBOR plus 75 basis points, accruing quarterly,
and payable, on the Effective Date, in common stock,
which will not require registration to trade ("Dividend
Securities").
2. After the Effective Date, cumulative, floating rate
dividends based upon 3-month LIBOR plus 250 basis
points, payable quarterly in cash or Dividend
Securities at CMI's option.
3. Unpaid dividends shall compound quarterly.
DIVIDEND SHARE The amount of shares received as Dividend Securities will be
AMOUNT: equal to the dividend dollar amount divided by the average
of the five (5) closing trade prices of the common stock for
the five (5) previous trading days prior to the dividend
payment date.
EXHIBIT 3
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CONVERSION The Preferred Shares will become convertible into CRIIMI MAE
FEATURE: common stock at the option of Fortis beginning three months
after the Effective Date in accordance with the following
schedule:
1. Up to 25,750 (to be increased to 50,750, if the
Subsequent Exchange Occurs) Preferred Shares may be
converted beginning at the end of 3 months, 9 months,
12 months and 15 months after the Effective Date
without regard to the price of CRIIMI MAE's common
stock.
2. Beginning 4 months after the Effective Date and ending
8 months after the Effective Date, Fortis may convert
up to 7,500 (to be increased to 15,000, if the
Subsequent Exchange occurs) additional Preferred Shares
in any 21 trading day period so long as the price of
the common stock remained above $3.00 per share for
each of the previous 21 trading days.
3. Beginning 10 months after the Effective Date, Fortis
may convert up to 5,000 (to be increased to 10,000, if
the Subsequent Exchange occurs) additional Preferred
Shares in any 21 trading day period so long as the
price of the common stock remained above $3.00 per
share for each of the previous 21 trading days.
4. In no event may Fortis convert (i) more than 25,750 (to
be increased to 50, 750, if the Subsequent Exchange
occurs) Preferred Shares in any 21 trading day period,
or (ii) Preferred Shares resulting in Fortis owning 5%
or more of CMI's then outstanding common stock.
CONVERSION PRIOR TO THE EFFECTIVE DATE. In the event that
the Effective Date does not occur on or before December 31,
2000, then 5,000 (to be increased to 10,000, if the
Subsequent Exchange occurs) Preferred Shares shall become
convertible at the option of Fortis into fully paid and
non-assessable shares of CMI common stock in January 2001
and in each month thereafter until the Effective Date. In no
event may Fortis convert (i) more than 5,000 (to be
increased to 10,000, if the Subsequent Exchange occurs)
Preferred Shares (or less than 1,000 Preferred Shares at any
one time) during any calendar month or (ii) any Preferred
Shares into CMI common stock if such conversion would result
in Fortis owning 5% or more of CMI's then outstanding common
stock.
CONVERSION
SETTLEMENT: Upon conversion, Fortis shall receive the common shares and
accrued and unpaid dividends on the Series E Preferred
Shares within five business days following completion of the
Conversion Pricing Period.
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CONVERSION PRICE: Fortis may convert its Preferred Shares into common
stock, which will not require registration to trade, at a
price per share equal to the Closing Trade Price for a Valid
Trading Day within the Conversion Pricing Period mutually
acceptable to CMI and Fortis or, if no Closing Trade Price
is mutually acceptable to CMI and Fortis, the Average
Closing Trade Price of CMI common stock over the applicable
Conversion Pricing Period.
CLOSING TRADE The last trade price for CMI common shares (a) as
PRICE: reported on the stock exchange composite tape, or (b) if the
CMI common stock is traded over-the-counter, the last
reported bid quotation for the common stock or the survivor
common stock as the case may be, for such trading day.
AVERAGE CLOSING Calculated by dividing (i) the sum of the closing
TRADE PRICE: trade prices as reported on the stock exchange
composite tape for CMI common stock on each Valid Trading
Day during the applicable Conversion Pricing Period, by (ii)
the total number of Valid Trading Days in such Conversion
Pricing Period.
CONVERSION 21 trading days preceding the date of delivery of the notice
PRICING PERIOD: of conversion, subject to earlier termination as agreed upon
by CMI and Fortis.
VALID Any trading day during a Conversion Pricing Period in which
TRADING DAY: either (i) the Minimum Daily Price has been exceeded,
or (ii) the Minimum Daily Price has not been exceeded and
Fortis and CMI agree to include such day as a Valid Trading
Day in such Conversion Pricing Period.
MINIMUM Either (i) 75% of the Closing Trade Price for the trading
DAILY PRICE: day immediately preceding either the date of delivery
of the Holder Conversion Notice to the Company or the
Mandatory Conversion Date, as the case may be, or (ii) an
amount agreed upon by Fortis and CMI at the beginning of any
Conversion Pricing Period, that shall be applicable for
every trading day during a Conversion Pricing Period.
MANDATORY Any outstanding Preferred Shares will be converted on the
CONVERSION: second anniversary of the Effective Date.
OPTIONAL Upon thirty (30) days prior written notice to Fortis, the
REDEMPTION: Preferred Shares will be redeemable, in whole or in part, at
anytime at CRIIMI MAE's discretion at 106% plus accrued and
unpaid dividends.
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CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 13TH day of July, 2000, copies of
the Praecipe Filing Amended Exhibit 3 to the Debtors' Third Amended Joint Plan
of Reorganization were sent via first-class mail, postage prepaid (except as
otherwise indicated), to the persons on the attached service list.
/s/
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Richard L. Wasserman
